Quantum-Si Acquires Bio-Techne's Proteios Business

TL;DR

Quantum-Si buys Bio-Techne's Proteios unit to boost protein analysis game.

AI Summary

Quantum-Si Incorporated announced on May 15, 2024, that it has entered into a definitive agreement to acquire privately held Bio-Techne's Proteios business for an undisclosed amount. This acquisition is expected to enhance Quantum-Si's protein analysis capabilities and expand its market reach. The transaction is anticipated to close in the third quarter of 2024, subject to customary closing conditions.

Why It Matters

This acquisition could significantly bolster Quantum-Si's position in the protein analysis market by integrating Proteios' technology, potentially leading to new product offerings and increased revenue streams.

Risk Assessment

Risk Level: medium — Acquisitions carry inherent risks, including integration challenges, potential overpayment, and failure to achieve expected synergies, which could impact Quantum-Si's financial performance and strategic goals.

Key Players & Entities

• Quantum-Si Incorporated (company) — Registrant
• Bio-Techne (company) — Acquisition Target's Parent Company
• Proteios (company) — Acquired Business Unit
• May 15, 2024 (date) — Date of Report
• Third quarter of 2024 (date) — Expected Closing Period

FAQ

Key Financial Figures

• $0.0001 — stered Class A common stock, par value $0.0001 per share QSI The Nasdaq Stock Mark
• $11.50 — mon stock, each at an exercise price of $11.50 per share QSIAW The Nasdaq Stock Ma

Filing Documents

• ef20029402_8k.htm (8-K) — 62KB
• ef20029402_ex3-1.htm (EX-3.1) — 12KB
• 0001140361-24-026703.txt ( ) — 253KB
• qsi-20240515.xsd (EX-101.SCH) — 4KB
• qsi-20240515_def.xml (EX-101.DEF) — 18KB
• qsi-20240515_lab.xml (EX-101.LAB) — 26KB
• qsi-20240515_pre.xml (EX-101.PRE) — 20KB
• ef20029402_8k_htm.xml (XML) — 6KB

03

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On May 16, 2024, Quantum-Si Incorporated (the "Company") filed a Certificate of Amendment to its Second Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to (i) remove the cap on the number of directors to serve on the Company's board of directors (the "Board") and make related changes to the process for filling newly created directorships or board vacancies (the "Director Cap Amendments"), and (ii) add a provision with respect to the automatic conversion of the Company's Class B common stock effective June 10, 2028, which is seven years from the date of the closing of the business combination by and among Quantum-Si Incorporated (formerly HighCape Capital Acquisition Corp.), Tenet Merger Sub, Inc., and QSi Operations Inc. (formerly Quantum-Si Incorporated) (the "Sunset Amendment" and together with the Director Cap Amendments, the "Charter Amendment"). As disclosed in Item 5.07 of this Current Report on Form 8-K, the Charter Amendment was approved by the Company's stockholders at the Company's 2024 annual meeting of stockholders held on May 15, 2024 (the "Annual Meeting"). The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated in this Item 5.03 by reference.

07

Item 5.07 Submission of Matters to a Vote of Security Holders. (a) On May 15, 2024, the Company held its Annual Meeting. At the Annual Meeting, the Company's shareholders voted on five proposals, each of which is described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 30, 2024 (the "Proxy Statement"). At the Annual Meeting, there were 61,764,850 shares of Class A common stock and 19,937,500 shares of Class B common stock present or represented by proxy, which represented approximately 88.45% of the outstanding total voting power of the shares of Class A common stock and Class B common stock entitled to vote at the Annual Meeting (voting together as a single class), which constituted a quorum for the transaction of business. Holders of the Company's Class A common stock were entitled to one vote for each share held as of the close of business on April 29, 2024 (the "Record Date"), and holders of the Company's Class B common stock were entitled to 20 votes for each share held as of the Record Date. (b) The following actions were taken at the Annual Meeting: 1. The following nominees were reelected to serve on the Board until the Company's 2025 annual meeting of stockholders, based on the following votes: Name Votes For Votes Against Votes Abstained Broker Non-Votes Jonathan M. Rothberg, Ph.D. 458,764,126 1,679,380 71,344 - Jeffrey Hawkins 460,073,181 410,924 30,745 - Paula Dowdy 460,266,268 218,308 30,274 - Ruth Fattori 459,833,878 648,572 32,400 - Amir Jafri 459,809,270 674,890 30,690 - Jack Kenny 449,949,474 10,532,606 32,770 - Brigid A. Makes 459,806,379 675,294 33,177 - Kevin Rakin 448,510,967 11,971,420 32,463 - Scott Mendel 460,212,089 270,302 32,459 - 2. The selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024 was ratified, based on the following

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation, as amended, of the Registrant, as filed with the Secretary of State of the State of Delaware on May 16, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. QUANTUM-SI INCORPORATED By: /s/ Christian LaPointe, Ph.D. Name: Christian LaPointe, Ph.D. Title: General Counsel Date: May 17, 2024

View Full Filing

View this 8-K filing on SEC EDGAR